BANCO BTG PACTUAL S.A.

Publicly-Held Company

Corporate Taxpayer's ID (CNPJ/MF): 30.306.294/0001-45

Praia de Botafogo n.º 501, 6ºandar

Rio de Janeiro, RJ, Brazil

NOTICE TO THE MARKET

Banco BTG Pactual S.A. ("Bank") hereby informs its shareholders and the market in general that, in compliance with Official Letter CVM/SEP/GEA-1/No.128/2013, whose content is fully reproduced below, it is resubmitting, on this date, the Management Proposal related to the Annual and Extraordinary Shareholders' Meeting to be held on April 30, 2013.

Rio de Janeiro, April 22, 2013.

João Marcello Dantas Leite

Investor Relations Officer

BTG Pactual

Praia de Botafogo, 501 - 6º Andar - Torre Corcovado - Botafogo - 22250-040 - Rio de Janeiro - RJ - Brazil - Tel. +55 21 3262 9600 www.btgpactual.com
Official Letter CVM/SEP/GEA-1/No. 128/2013
Rio de Janeiro, April 18, 2013.
To
João Marcello Dantas Leite Investor Relations Officer of Banco BTG Pactual S.A.
Praia de Botafogo, n.º501 - 6º andar - Botafogo
CEP: 22250-040 Rio de Janeiro - RJ Tel: (21) 3262-9600 Fax: (21) 3262-8600
E-mail ri@btgpactual.com

Subject: Management Proposal - CVM Rule 481/2009 - Reiteration

CVM Process No. RJ-2013-2444
Dear Sir,
This letter refers to the Management Proposal resubmitted on April 17, 2013, via the IPE system, in accordance with Official Letter CVM/SEP/n.º 113/2013, including the documents and information required by the CVM Rule 481 of December 17, 2009, and related to the Annual and Extraordinary Shareholders' Meeting to be held on April 30, 2012.
We hereby require that the Company resubmits said Management Proposal, improving the following items:

1 - Item III o f t h e caput of Article 9 of CVM Rule 481/2009 - Management comments on the

Com pany's f inancial position :

1.1 Section 10.1

Item f - Resubmit the information of this item separately in accordance with each subitem ("i" to "iv") for the last three fiscal years, in the form required by Attachment 24 of CVM Rule 480/2009. Follow the instructions set forth in item 9.2.10.a of Official Letter CVM/SEP/No. 1 of February 28,

2013;

2. Attachment 9 - 1 - II of CVM Rule 481/2009 - Proposal for Allocation of Net Income forthe Fiscal Year:

2.1 Item 5

Review the information submitted, pursuant to the provisions set forth in Article 5 of the Bylaws. In case all dividends and interest on own equity have already been declared, this item must contain this piece of information;

3. Article 12 of CVM Rule 481/2009 - Proposal for Compensation for the Management andinformation included in item 13 of the Reference Form:

3.1 Section 13.2

Submit all compensation amounts paid to the Board of Directors recognized in the issuer´s result in the fiscal years 2011 and 2010;

Item c.i - Include, in the table for the last three fiscal years and the current fiscal year, in the field "Description of another fixed compensations", the compensation related to the amounts informed on the respective fields "c.i" (INSS). Observe the guidance included in items 9.2.13.b of Official Letter CVM/SEP/n.º1/2013;

3.2 Section 13.5

Align the shareholder position of the Board of Executive Officers Banco BTG Pactual S.A. shares with the Consolidated Form - Trading of securities of management and related persons, December 2012, of Banco BTG Pactual S.A.;

3.3 Section 13.11

Align the amounts provided in this section with the amounts provided in section 13.2 of the proposal. Follow the instructions set forth in item 9.2.13.j of Official Letter CVM/SEP/No. 1/2013;

Items "c", "d" and "e" - Submit the amounts required by the items regarding the Board of Directors in the fiscal years 2011 and 2010;

3.4 Section 13.15

Align the amounts informed in the wording of this section with those recorded in the table of the fiscal year 2012;
Submit the information required by the section regarding the fiscal year 2010, in accordance with Attachment 24 of CVM Rule 480/2009. If the companies mentioned have not paid the issuer's Management in that fiscal year, this information should be included in this section.
We would like to remind you that the Management Proposal must be resubmitted via the IPE system, informing, as reason for resubmission, compliance to the requirements of this official letter.
We also request that you send a notice, via the IPE system, selecting the category "Notice to theMarket" and type "Clarification on CVM/BOVESPA consultation," informing the restatement of the Management Proposal and making reference to this official letter.
Lastly, we would like to point out that, at this moment, the regularity of the Management Proposal is not under analysis, but rather its adherence to the disclosure requirements set forth in CVM Ru l e 481/2009.
We further clarify that it will be incumbent upon the Superintendency of Corporate Relations, exercising the powers vested in it by law, and based on item II of Article 9 of Law 6,385/1976, and Article
7, combined with Article 9 of CVM Rule 452/2007, to determine the application of fine, without prejudice to other administrative sanctions, in the amount of one thousand reais (R$1,000.00), due to noncompliance with the requirements made herein, within one (1) business days as from receipt of this letter, which is also being sent by facsimile and to the email of the IRO on this date .
Sincerely,
NILZA MARIA SILVA DE OLIVEIRA
Companies Follow-Up Manager - 1 SHB

FERNANDO SOARES VIEIRA

Corporate Relations Superintendent

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